American Eagle holders approve equity plan changes

American Eagle Outfitters, Inc. stockholders approved changes to the 2023 Stock Award and Incentive Plan at the annual meeting.

Rhea-AI Filing Summary

American Eagle Outfitters, Inc. stockholders approved changes to the 2023 Stock Award and Incentive Plan at the annual meeting. The amended and restated plan adds 9,680,000 shares for future equity awards, extends the plan’s term from 2033 to 2036, and raises the annual award cap for non-employee directors from $750,000 to $1,000,000.

As of the May 1, 2026 record date, 167,524,666 common shares were outstanding and entitled to vote, and 151,865,455 shares were represented, establishing a quorum. Stockholders elected Jay L. Schottenstein as a Class I director, ratified EY as independent registered public accounting firm for the fiscal year ending January 30, 2027, and approved 2025 executive compensation on an advisory basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 9,680,000 shares Plan term extension: 2033 to 2036 Non-employee director award limit: $1,000,000 per year +5 more

8 metrics

Equity plan share increase 9,680,000 shares Additional shares available under amended 2023 Stock Award and Incentive Plan

Plan term extension 2033 to 2036 Expiration date of the 2023 Stock Award and Incentive Plan

Non-employee director award limit $1,000,000 per year Increased from $750,000 under the amended plan

Shares outstanding 167,524,666 shares Common stock outstanding and entitled to vote as of May 1, 2026

Shares represented at meeting 151,865,455 shares Common stock present in person by virtual participation or by proxy

Director election support 121,484,517 votes for Votes for Jay L. Schottenstein as Class I director

Auditor ratification support 143,082,504 votes for Ratification of EY as independent registered public accounting firm

Say-on-pay support 135,053,347 votes for Advisory approval of 2025 named executive officer compensation

Key Terms

Amended and Restated, Stock Award and Incentive Plan, broker non-votes, advisory, non-binding basis, +1 more

5 terms

Amended and Restated financial

"an amendment and restatement of the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan"

Stock Award and Incentive Plan financial

"American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (the “2023 Plan”)"

A stock award and incentive plan is a company program that gives employees, executives or board members shares, options or other equity-based rewards as part of pay and motivation. It matters to investors because these plans align employee interests with shareholders—similar to paying someone with a slice of the pie instead of cash—but they can also increase the number of shares outstanding (dilution) and affect reported profits and management behavior, so investors watch plan size and rules closely.

broker non-votes financial

"41,285 | | Broker Non-Votes Jay L. Schottenstein"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding basis financial

"the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis"

independent registered public accounting firm financial

"the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity plan changes did American Eagle (AEO) stockholders approve in 2026?

Stockholders approved an amended 2023 Stock Award and Incentive Plan adding 9,680,000 shares. The plan’s term was extended from 2033 to 2036, and the annual award limit for non-employee directors increased from $750,000 to $1,000,000.

How many American Eagle (AEO) shares were eligible and present for the 2026 annual meeting vote?

As of May 1, 2026, 167,524,666 common shares were outstanding and entitled to vote. At the annual meeting, 151,865,455 shares were represented in person by virtual participation or by proxy, confirming a voting quorum.

Which director was elected at the 2026 American Eagle (AEO) annual meeting and how did the vote break down?

Jay L. Schottenstein was elected as a Class I director. He received 121,484,517 votes for, 18,267,830 against, 41,285 abstentions, and 12,071,823 broker non-votes, and will serve until the 2029 annual meeting.

Did American Eagle (AEO) stockholders ratify EY as auditor for fiscal 2026 results?

Yes. Stockholders ratified EY as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 143,082,504 votes for, 8,647,896 against, and 135,055 abstentions, and no broker non-votes reported on this item.

How did American Eagle (AEO) stockholders vote on 2025 executive compensation?

Stockholders approved 2025 compensation for named executive officers on an advisory, non-binding basis. The vote totaled 135,053,347 for, 4,601,755 against, 138,530 abstentions, and 12,071,823 broker non-votes, signaling clear support for the pay program.

What were the vote results on American Eagle’s (AEO) amended 2023 stock plan proposal?

The amended and restated 2023 Stock Award and Incentive Plan was approved with 134,900,287 votes for, 4,853,755 against, 39,588 abstentions, and 12,071,825 broker non-votes, authorizing additional shares and updated plan terms for future equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 05:00 PM Learn about SEC filing dates

AMERICAN EAGLE OUTFITTERS INC false 0000919012 0000919012 2026-06-26 2026-06-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 26, 2026

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-33338		13-2721761
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 432-3300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		AEO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of American Eagle Outfitters, Inc. (the “Company”) held on June 26, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (the “2023 Plan” and, as amended and restated as of the Annual Meeting, the “A&R Plan”) to, among other things: (i) increase the number of shares available for issuance under the 2023 Plan by 9,680,000 shares; (ii) extend the term of the 2023 Plan from 2033 to 2036; and (iii) increase the limit on awards to non-employee directors from $750,000 to $1,000,000. The A&R Plan also makes certain clarifying and other changes to the terms of the 2023 Plan.

A more complete description of the terms of the A&R Plan can be found in “Proposal Four: Approval of an Amendment and Restatement of the 2023 Stock Award and Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026 (the “2026 Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the 2026 Proxy Statement are qualified in their entireties by reference to the full text of the A&R Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of May 1, 2026, the record date for the Annual Meeting, there were a total of 167,524,666 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 151,865,455 shares of Common Stock were represented in person by virtual participation or by proxy, and, therefore, a quorum was present.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect Jay L. Schottenstein as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders (“Proposal 1”);

2. To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 (“Proposal 2”);

3. To approve, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers (“Proposal 3”); and

4. To approve an amendment and restatement of the 2023 Plan to increase the number of authorized shares thereunder (“Proposal 4”).

Proposal 1: Votes regarding the election of Jay L. Schottenstein as a Class I director were as follows:

Name		For		Against		Abstain		Broker Non-Votes
Jay L. Schottenstein		121,484,517		18,267,830		41,285		12,071,823

Based on the votes set forth above, Jay L. Schottenstein was duly elected to serve as a Class I director until the Company’s 2029 Annual Meeting of Stockholders. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable, and Noel J. Spiegel. The following persons continue to serve as Class III directors: Deborah A. Henretta and Cary D. McMillan.

Proposal 2: Votes regarding the ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 were as follows:

For		Against		Abstain		Broker Non-Votes
143,082,504		8,647,896		135,055		—

Based on the votes set forth above, the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was duly ratified.

Proposal 3: Votes regarding the approval, on an advisory basis, the fiscal 2025 compensation of the Company’s named executive officers were as follows:

For		Against		Abstain		Broker Non-Votes
135,053,347		4,601,755		138,530		12,071,823

Based on the votes set forth above, the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis.

Proposal 4: Votes regarding the approval of an amendment and restatement of the 2023 Plan were as follows:

For		Against		Abstain		Broker Non-Votes
134,900,287		4,853,755		39,588		12,071,825

Based on the votes set forth above, the amendment and restatement of the 2023 Plan was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		American Eagle Outfitters, Inc. Amended and Restated 2023 Stock Award and Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				AMERICAN EAGLE OUTFITTERS, INC. (Registrant)
Date: June 29, 2026				By:		/s/ Beth M. Henke
						Beth M. Henke
						Executive Vice President and Chief Legal Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 134.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB